ANNUAL REPORT & ACCOUNTS 2019 WHO WE ARE WPP IS A CREATIVE TRANSFORMATION COMPANY. WE USE THE POWER OF CREATIVITY TO BUILD BETTER FUTURES FOR OUR PEOPLE, CLIENTS AND COMMUNITIES. STRATEGIC REPORT Covid-19 2 Chief Executive’s statement 3 At a glance 8 Our business model 9 Investment case 10 Where we are 12 The market 14 Our strategy 16 Delivering on our strategy 18 Jeremy Bullmore’s essay 48 Remembering two industry greats 50 Financial review 52 Sustainability 58 Assessing and managing our risks 80 CORPORATE GOVERNANCE Chairman’s letter 94 Our Board 96 Our Executive Committee 98 Corporate governance report 100 Sustainability Committee report 107 Nomination and Governance Committee report 108 Audit Committee report 109 Compliance with the Code 112 Compensation Committee report 114 FINANCIAL STATEMENTS Accounting policies 140 Consolidated financial statements 147 Notes to the consolidated financial statements 152 Company financial statements 182 Notes to the Company financial statements 185 Independent auditor’s report 187 ADDITIONAL INFORMATION Taskforce on Climate-related Financial Disclosures 196 Other statutory information 198 Five-year summary 201 Information for shareholders 202 To learn more see Financial glossary 204 wpp.com Where to find us 206 WPP ANNUAL REPORT 2019 1 STRATEGIC REPORT COVID-19 The coronavirus pandemic has touched all our lives. At WPP our first priority is the wellbeing of our people and doing what we can to limit the impact of the virus on society. Our second is continuity of service for our clients. We have thrown ourselves into achieving both objectives. To ensure the safety of employees and We have also modelled a range of revenue When we come through the current to help reduce transmission, we moved declines resulting from the pandemic and, situation, the world will have been changed to a global policy of managed remote in the most extreme scenarios tested, in ways that we cannot fully anticipate yet. working in mid-March, and at the time of considered further actions that could be But the demand from our clients for the writing approximately 95% of our people taken to mitigate the impact on cash flow creativity and ingenuity possessed by the worldwide are working from home. Across and ensure additional liquidity. people who work at WPP and across our the world, our agencies are providing industry will be greater than ever. I am in NGOs, governments and clients with Most of the content of this Annual Report no doubt about that. communications and other services – often was produced before the outbreak became on a pro bono basis – to help fight Covid-19. the global pandemic it is today, at a very What we do plays a vital role in driving different time for our business and for the and sustaining the wider economic The companies in the strongest financial world as a whole. We debated whether we activity that societies need to function. position will be best placed to protect their should radically change the report in light Every country will need to stimulate that people, serve their clients and benefit their of this, but decided against it. First, because activity when they move into the shareholders during and beyond this period we want it to stand as an accurate record recovery phase. of deep uncertainty. At the end of March of 2019, and second because we believe we announced a number of measures our strategy remains the correct one. So, while I am concerned about the designed to minimise the impact of any wellbeing of our people, I am confident downturn on our employees and ensure The changes we have made in WPP over in the future of WPP. the Company is well prepared to weather the last year or so have made the Company the storm. more resilient and more future-facing. We I would like to take this opportunity have fewer, stronger agency brands, and to express my deep gratitude for the First, we suspended our share buyback a much simpler structure that is easier for extraordinary effort, resilience and scheme and our 2019 final dividend so that clients to navigate and easier for us to kindness of WPP employees all over the our balance sheet and cash position are manage. We have significantly reduced our world, whose support for one another as healthy as possible. Second, the WPP debt through the sale of a majority stake in and commitment to their clients has Board and Executive Committee took a Kantar, meaning we are in a much stronger been truly inspirational. I am very proud voluntary 20% cut in their fees or salary financial position than we were when I of all of them. for an initial period of three months. became CEO. And we are committed to our And third, we began a comprehensive vision of WPP as a creative transformation Mark Read programme of cost reduction and cash company that brings together human 29 April 2020 conservation measures. brilliance and technological expertise to deliver results for our clients. The events of recent weeks and months call for us to accelerate rather than slow the pace of our own transformation. 2 WPP ANNUAL REPORT 2019 STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT In 2019 we made good progress in implementing our new strategy for WPP. “ I AM MORE CONFIDENT We presented the strategy in December Our clients are our lifeblood, and we THAN EVER OF THE 2018. Our vision was to become a creative placed them at the centre of every part transformation company, one that combined of our strategy: ENDURING DEMAND outstanding human talent and imagination FOR OUR SERVICES.” with expertise in technology and data, and – a new vision and contemporary offer to behaved not as a financial conglomerate or meet the needs of modern marketing; group of separate businesses, but as a – increased investment in creativity, the unified whole. spark that makes for truly great work; – harnessing our strengths in data and We defined a new purpose – to use the technology, including our unique power of creativity to build better futures partnerships with the world’s leading for our people, clients and communities. technology firms, for the benefit of clients; – a simpler structure that makes it easier for And we set new financial targets to allow our clients to understand and access our us to invest in the long-term health of our talent and resources; and business and deliver sustainable growth – investment in our culture, to ensure WPP for our shareholders. and our agencies are the natural home for the industry’s brightest talent. We describe our progress in each of these areas from page 18 but, in summary, we were encouraged by the positive momentum within the business in 2019. WPP ANNUAL REPORT 2019 3 STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT “ WE WANT OUR PEOPLE A FOUNDATIONAL YEAR PLATFORM FOR GROWTH TO FEEL PROUD TO BE 2019 was the foundational year for our new We have made a number of major strategy – one in which we stabilised and structural changes within WPP to set PART OF WPP.” began to rejuvenate the Company. We said us up for future success. we would begin the journey to return WPP to growth, simplify our business and reduce The mergers announced in the second our debt and, thanks to the hard work of our half of 2018 that created our two newest people all around the world, we met each agencies – VMLY&R and Wunderman of these goals. Thompson – were finalised during 2019. We now have fewer, stronger agency That said, WPP began to under-perform its brands that are better positioned to grow. peers in the first quarter of 2017. From the outset we said it would take time to return We announced the sale of 60% of Kantar the Company to sustainable growth, and to Bain Capital in July 2019 and completed progress towards that goal would not be the majority of the transaction in December, linear. 2019 was the first of a three-year earlier than expected. The disposal achieved turnaround plan and, of course, the our objective of strengthening our balance coronavirus pandemic has subsequently sheet by reducing debt to the lower end had its own major impact. of the target range. Organic growth1 in 2019 was -1.6% (-1.2% The new partnership with Bain Capital including Kantar), in line with the guidance means that we will benefit from the future we provided in December 2018. The second growth of Kantar, and our clients will half was stronger than the first, with continue to benefit from its services. performance improving globally and in the United States, our largest market. It was a successful year for new business, reflecting clients’ positive reaction to our Headline operating margin was 14.4%, new approach. Just as importantly, we down 1.2 margin points like-for-like (down retained and grew business with existing 0.9 margin points including Kantar) as a result clients, who place a high value on the of challenges in our specialist agencies and longevity of our relationships and how investment for future growth. deeply we understand their businesses. Reported profit before tax fell by 21.9%, I am more confident than ever of the reflecting an exceptional gain in 2018 that enduring demand for our services – was not repeated in 2019 and a charge especially as we expand our offer in on the revaluation of financial instruments high-growth areas. Clients continue to seek (versus a credit in 2018). Net working out our ideas, our creativity and our ability to capital improved by £350 million. combine our skills in every discipline – from advertising, media and public relations to Year-end net debt fell from £4.017 billion technology, experience and commerce.